8-K
Emerald Holding, Inc. (EEX)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): October 31, 2025 |
|---|
Emerald Holding, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-38076 | 42-1775077 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 100 Broadway, 14th Floor | ||
| New York, New York | 10005 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (949) 226-5700 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | EEX | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On October 31, 2025, Emerald Holding, Inc. (the “Company”) issued a press release announcing the financial results of the Company for the third quarter ended September 30, 2025. Copies of the press release and presentation are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively, attached hereto and incorporated by reference herein. The Company will also make the financial results presentation available on its website.
The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit.
| Exhibit No. | Description |
|---|---|
| 99.1<br><br>99.2<br><br>104 | Press Release of the Company, dated October 31, 2025.<br><br>Third Quarter 2025 Financial Results Presentation.<br><br>Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EMERALD HOLDING, INC. | |||
|---|---|---|---|
| Date: | October 31, 2025 | By: | /s/ David Doft |
| David Doft<br>Chief Financial Officer |
EX-99.1
Exhibit 99.1
Emerald Reports Third Quarter 2025 Financial Results
Strong Operational Execution Keeps Emerald on Track to Achieve its Full-Year Objectives
Updates Full-Year Outlook Following Generis Acquisition
NEW YORK, N.Y. – October 31, 2025 – Emerald Holding, Inc. (NYSE: EEX) (“Emerald” or the “Company”), America’s largest producer of trade shows and their associated conferences, content and commerce, today reported financial results for the third quarter ended September 30, 2025.
Year-To-Date 2025 Financial Highlights
- Revenues of $330.7 million, an increase of $38.7 million, or 13.3%, over the prior year period, primarily due to revenues from acquisitions and higher Organic Revenues.
- Organic Revenues, a non-GAAP measure, which takes into account the impact of acquisitions, scheduling adjustments and discontinued events, if any, of $288.8 million, an increase of $3.0 million, or 1.0%, from $285.8 million in the prior year period. The recent acquisitions of Generis, This is Beyond and Insurtech Insights would have resulted in a 4.3% year-over-year increase in Organic Revenues had they been part of Emerald’s portfolio in the nine months ended September 30, 2024. (Refer to Schedule 1 for a reconciliation to revenues, the most directly comparable GAAP measure).
- Net loss of $0.5 million, compared to net loss of $2.9 million in the prior year period.
- Adjusted EBITDA, a non-GAAP measure, of $90.8 million, compared to $68.6 million, a 32.4% increase (Refer to Schedule 3 for a reconciliation to net (loss) income, the most directly comparable GAAP measure).
- Emerald updates its previously issued Full Year 2025 guidance range to $460–$465 million in revenue and $122.5–$127.5 million in Adjusted EBITDA, from its prior range of $450–$460 million in Revenue and $120–$125 million in Adjusted EBITDA, to reflect the acquisition of Generis.
Third Quarter 2025 Financial Highlights
- Revenues of $77.5 million, an increase of $4.9 million, or 6.7%, over the prior year period, primarily due to revenues from acquisitions, offset by lower Organic Revenues and scheduling differences.
- Organic Revenues, a non-GAAP measure, which takes into account the impact of acquisitions, scheduling adjustments and discontinued events, if any, of $64.0 million, a decrease of $4.7 million, or 6.8%, from $68.7 million in the prior year period. The recent acquisitions of This is Beyond and Insurtech Insights would have improved the result to a 2.9% year-over-year decline in Organic Revenues had they been part of Emerald’s portfolio in the third quarter ended September 30, 2024. (Refer to Schedule 1 for a reconciliation to revenues, the most directly comparable GAAP measure).
- Net loss of $14.4 million, compared to net loss of $11.1 million in the prior year period.
- Adjusted EBITDA, a non-GAAP measure, of $12.8 million, compared to $12.5 million in the prior year period, a 2.4% increase (Refer to Schedule 3 for a reconciliation to net (loss) income, the most directly comparable GAAP measure).
Operational and Capital Structure Updates
- On October 30, 2025, Emerald’s Board of Directors approved an extension and expansion of the Company’s share repurchase program to allow for the repurchase of up to $25.0 million of common stock through December 31, 2026.
- Emerald repurchased 116,094 shares for $0.5 million in the third quarter 2025 at an average price of $4.87 per share. Year to date 2025, Emerald repurchased 3.8 million shares for $16.2 million at an average price of $4.31 per share.
- On October 30, 2025, Emerald’s Board of Directors declared a dividend for the quarter ending December 31, 2025, of $0.015 per share.
Hervé Sedky, Emerald’s President and Chief Executive Officer, said, “Throughout the year, Emerald has continued to execute with discipline and consistency across the portfolio, advancing the strategic priorities we outlined at the start of 2025. Even in what is traditionally our softest quarter, our teams remained focused in the third quarter and continued to deliver meaningful progress across the business. We strengthened our portfolio through the acquisition of Generis and advanced innovation initiatives, such as early-stage AI tools, designed to enhance the customer experience and deliver scalable efficiency in our processes. These actions reflect our focus on building dynamic, high-impact platforms that help businesses connect and grow in an increasingly complex marketplace. Strong rebooking trends and solid pacing for 2026 underscore the confidence customers place in our platform and the enduring value of live events.”
David Doft, Emerald’s Chief Financial Officer, added, “Through the first nine months, our results reflect solid fundamentals and continued momentum across our portfolio. We delivered positive organic growth, especially when taking into consideration our recent acquisitions, strong growth in revenue and Adjusted EBITDA, and maintained strong liquidity and prudent capital management. Our results in the third quarter, by far our smallest quarter of the year, were in line with expectations and primarily reflect the on-going and soon to be completed construction at the Las Vegas Convention Center which affected our largest event in the quarter, as well as some modest and anticipated tariff headwinds related to that event. Despite these temporary impacts, our year-to-date performance reinforces the strength of our model and our confidence in achieving our 2025 objectives.”
Third Quarter and Year-to-Date 2025 Financial Performance and Highlights
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||
| (unaudited, dollars in millions, except percentages and per share data) | |||||||||||||||||||||||
| Revenues | $ | 77.5 | $ | 72.6 | $ | 4.9 | 6.7 | % | $ | 330.7 | $ | 292.0 | $ | 38.7 | 13.3 | % | |||||||
| Net loss | $ | (14.4 | ) | $ | (11.1 | ) | $ | (3.3 | ) | 29.7 | % | $ | (0.5 | ) | $ | (2.9 | ) | $ | 2.4 | NM | |||
| Net cash provided by<br> operating activities | $ | 1.8 | $ | 9.1 | $ | (7.3 | ) | (80.2 | %) | $ | 30.3 | $ | 26.2 | $ | 4.1 | 15.6 | % | ||||||
| Diluted loss per share | $ | (0.07 | ) | $ | (0.05 | ) | $ | (0.02 | ) | 40.0 | % | $ | — | $ | (0.11 | ) | $ | 0.11 | NM | ||||
| Non-GAAP measures: | |||||||||||||||||||||||
| Adjusted EBITDA | $ | 12.8 | $ | 12.5 | $ | 0.3 | 2.4 | % | $ | 90.8 | $ | 68.6 | $ | 22.2 | 32.4 | % | |||||||
| Adjusted EBITDA excluding event cancellation insurance proceeds | $ | 12.8 | $ | 12.5 | $ | 0.3 | 2.4 | % | $ | 90.8 | $ | 67.6 | $ | 23.2 | 34.3 | % | |||||||
| Free Cash Flow | $ | (0.4 | ) | $ | 6.7 | $ | (7.1 | ) | (106.0 | %) | $ | 24.2 | $ | 18.6 | $ | 5.6 | 30.1 | % | |||||
| Free cash flow excluding event cancellation insurance proceeds, net | $ | (0.4 | ) | $ | 6.7 | $ | (7.1 | ) | (106.0 | %) | $ | 24.2 | $ | 17.6 | $ | 6.6 | 37.5 | % |
Third Quarter 2025
Third quarter 2025 revenues were $77.5 million, an increase of $4.9 million or 6.7% versus the third quarter 2024, driven primarily by $12.5 million in revenue from acquisitions, offset by a $4.7 million decline in Organic Revenues, prior year revenue of $1.3 million related to two discontinued events that were not contributing to profitability and scheduling differences of $1.6 million. The recent acquisitions of This is Beyond and Insurtech Insights would have resulted in a 2.9% year-over-year decline in Organic Revenues had they been part of Emerald’s portfolio in the third quarter ended September 30, 2024.
Third quarter 2025 Organic Revenues from the Connections reportable segment were $54.0 million, a decrease of $4.5 million or 7.7% versus the third quarter 2024, due to a decrease in recurring revenues.
Third quarter 2025 Organic Revenues from the All Other category were $10.0 million, a decrease of $0.2 million or 2.0% versus the third quarter 2024, due to a $0.4 million decrease in Content revenues, offset by a $0.2 million increase in Commerce revenues.
Third quarter 2025 net loss was $14.4 million, compared to net loss of $11.1 million for the third quarter 2024, principally as a result of higher non-recurring expenses, primarily related to contingent consideration remeasurement adjustments, non-recurring legal and consulting expenses, and higher stock based compensation expense, offset by higher benefit from income taxes and lower intangible asset impairment charges.
Third quarter 2025 Adjusted EBITDA was $12.8 million, compared to $12.5 million for the third quarter 2024.
Year-to-Date 2025
- Year-to-date Revenues were $330.7 million, an increase of $38.7 million, or 13.3%, versus the prior year period, driven by revenue from acquisitions of $40.9 million, scheduling adjustments of $0.7 million and Organic Revenue growth of $3.0 million, offset by a decrease of $5.9 million in revenue from discontinued events. The recent acquisitions of Generis, This is Beyond and Insurtech Insights would have resulted in a 4.3% year-over-year increase in Organic Revenues had they been part of Emerald’s portfolio in the nine months ended September 30, 2024.
- Year-to-date 2025 Organic Revenues from the Connections reportable segment were $259.3 million, an increase of $4.7 million or 1.8% versus the prior year period, due to higher recurring revenues and two new event launches.
- Year-to-date 2025 Organic Revenues from the All Other category were $29.5 million, a decrease of $1.7 million or 5.4% versus the prior year period, due to a $1.9 million decrease in Content revenues, partially offset by a $0.2 million increase in Commerce revenues.
- Year-to-date 2025 net loss was $0.5 million, compared to net loss of $2.9 million for the prior year period, principally as a result of higher operating income, partially offset by higher provision for income taxes.
- Year-to-date 2025 Adjusted EBITDA was $90.8 million, compared to $68.6 million in the prior year period.
For a discussion of the Company’s presentation of Organic revenues and Adjusted EBITDA, which are non-GAAP measures, see below under the heading “Non-GAAP Financial Information.” Refer to Schedule 1 for a reconciliation of Organic revenues to revenues (discussed in the first paragraph of this section), the most directly comparable GAAP measure, and refer to Schedule 3 for a reconciliation of Adjusted EBITDA to net income (loss) (discussed in the second paragraph of this section), the most directly comparable GAAP measure.
Cash Flow
Third Quarter 2025:
- Third quarter 2025 net cash provided by operating activities was $1.8 million, compared to $9.1 million in the third quarter 2024.
- Third quarter 2025 capital expenditures were $2.2 million, compared to $2.4 million in the third quarter 2024.
- Third quarter 2025 Free Cash Flow excluding event cancellation insurance proceeds, net, which the Company defines as net cash provided by operating activities less capital expenditures, event cancellation insurance proceeds and taxes paid on event cancellation insurance proceeds, was $(0.4) million, compared to $6.7 million in the third quarter 2024. The calculation of third quarter 2025 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $0.7 million, acquisition integration and restructuring-related transition costs of $1.4 million, non-recurring legal and consulting fees of $1.8 million and non-recurring financing fees charged to interest expense of $0.1 million for a debt repricing in August 2025. The calculation of third quarter 2024 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $1.0 million, acquisition integration and restructuring-related transition costs of $1.4 million, and non-recurring legal and consulting fees of $0.7 million. The total of these items is $4.0 million and $3.1 million for the quarters ended September 30, 2025 and 2024, respectively.
- Free Cash Flow in third quarter 2025 as reported reflects the impact of certain acquisition-timing effects. As the Generis acquisition closed before several of its major events were scheduled to stage, a portion of event-related cash was reflected in the purchase price, rather than being captured in Emerald’s operating cash flow. The amount of this impact would have represented approximately $9.5 million of incremental cash flows from operations.
Year-to-Date 2025
Year-to-date 2025 net cash provided by operating activities was $30.3 million, compared to $26.2 million in the prior year period.
Year-to-date 2025 capital expenditures were $6.1 million, compared to $7.6 million in the prior year period.
Year-to-date 2025 Free Cash Flow excluding event cancellation insurance proceeds, net, which the Company defines as net cash provided by operating activities less capital expenditures, event cancellation insurance proceeds and taxes paid on event cancellation insurance proceeds, was $24.2 million, compared to $17.6 million in the prior year period. The calculation of year-to-date 2025 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $5.6 million, acquisition integration and restructuring-related transition costs of $3.9 million, non-recurring legal and consulting fees of $3.2 million and non-recurring financing fees charged to interest expense of $6.5 million for the January 2025 and August 2025 debt repricings. The calculation of year-to-date 2024 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $2.2 million, acquisition integration and restructuring-related transition costs of $7.2 million, and non-recurring legal and consulting fees of $1.7 million. The total of these items is $19.2 million and $11.1 million for the nine months ended September 30, 2025 and 2024, respectively.
Year-to-date Free Cash Flow as reported reflects the impact of certain acquisition-timing effects. As the Generis, This is Beyond and Insurtech acquisitions closed before several of their major events were staged or scheduled to stage, a portion of event-related cash was reflected in the purchase price of each acquisition, rather than being captured in Emerald’s operating cash flow. The amount of this impact would have represented approximately $30.0 million incremental cash flows from operations.
For a review of the Company’s presentation of Free Cash Flow, which is a non-GAAP measure, see below under the heading “Non-GAAP Financial Information.” Refer to Schedule 4 for a reconciliation of Free Cash Flow to net cash provided by operating activities (discussed in the first paragraph of this section), the most directly comparable GAAP measure.
Dividend
On October 30, 2025, Emerald’s Board of Director’s declared a dividend for the quarter ending December 31, 2025, of $0.015 per share payable on November 20, 2025 to holders of Emerald’s common stock as of November 10, 2025.
Emerald Share Repurchase Program
On October 30, 2025, Emerald’s Board of Directors approved an extension and expansion of the Company’s share repurchase program that allows for the repurchase of $25.0 million of its common stock through December 31, 2026. In the three months ended September 30, 2025, Emerald bought back 116,094 shares for $0.5 million at an average price of $4.87 per share under the prior share repurchase authorization. Year-to-date ended September 30, 2025, Emerald bought back 3,776,218 shares for $16.2 million at an average price of $4.31 per share. At quarter end, Emerald had $20.3 million remaining available under the prior share repurchase authorization.
Since the restart of the share repurchase program in 2021 through September 30, 2025, the Company has bought back a total of 17.0 million shares of common stock for an aggregate of $70.0 million.
Conference Call Webcast Details
As previously announced, the Company’s leadership will hold a conference call to discuss its third quarter 2025 results at 8:30 am EDT on Friday, October 31, 2025.
The conference call can be accessed by dialing 1-800-715-9871 (domestic) or 1-646-307-1963 (international). A telephonic replay will be available beginning at 11:30 am ET by dialing 1-800-770-2030, or for international callers, 1-647-362-9199. The passcode for the replay is 1558503. The replay will be available until 11:59 pm ET on November 7, 2025.
Interested investors and other parties can access the webcast of the live conference call by visiting the Investors section of Emerald’s website at https://investor.emeraldx.com. An online replay will be available on the same website immediately following the call.
About Emerald
Emerald Holding, Inc. (NYSE: EEX) is the largest U.S.-based B2B event organizer, empowering businesses year-round by expanding meaningful connections, developing influential content, and delivering powerful commerce-driven solutions. As the owner and operator of a curated portfolio of B2B events spanning trade shows, conferences, B2C showcases and a scaled hosted buyer platform, Emerald also delivers dynamic solutions across leading industries through its robust content and e-commerce marketplace. Emerald is a trusted partner for its thousands of customers, predominantly small and medium-sized businesses, playing a pivotal role in driving ongoing commerce through streamlined buying, selling, and networking opportunities. Powered by an experienced team, Emerald is fostering impactful engagement and delivering unparalleled market access with a commitment to driving business growth 365 days a year.
Non-GAAP Financial Information
This press release presents certain “non-GAAP” financial measures. The components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These non-GAAP financial measures are in addition to, and not as a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. The Company believes that these non-GAAP financial measures enhance the reader’s understanding of our past financial performance and our prospects for the future. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies. A reconciliation of non-GAAP financial measures used in this press release to their nearest comparable GAAP financial measures is included in the schedules attached hereto.
Organic Revenue
We define “Organic revenue growth” and “Organic revenue decline” as the growth or decline, respectively, in our revenue from one period to the next, adjusted for the revenue impact of: (i) acquisitions and dispositions, (ii) discontinued events and (iii) material show scheduling adjustments. We disclose changes in Organic revenue because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe provide a fair comparison of the trends underlying our existing event portfolio given changes in timing or strategy. Management and Emerald’s board of directors evaluate changes in Organic revenue to evaluate our historical and prospective financial performance and understand underlying revenue trends of our events.
Adjusted EBITDA
We use Adjusted EBITDA because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management and Emerald’s board of directors use Adjusted EBITDA to assess our financial performance and believe it is helpful in highlighting trends because it excludes the results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. Adjusted EBITDA should not be considered as an alternative to net income (loss) as a measure of financial performance or to cash flows from operations as a liquidity measure.
We define Adjusted EBITDA as net income (loss) before (i) interest expense, net, (ii) provision for income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) goodwill and other intangible asset impairment charges and (vi) other items that management believes are not part of our core operations.
We have also presented Adjusted EBITDA excluding event cancellation insurance proceeds in order to illustrate the amount of Adjusted EBITDA from continuing operations.
Note: Schedule 3 provides reconciliations for 2025 and 2024 Adjusted EBITDA to net income (loss), however, it is not possible, without unreasonable efforts, to estimate the impacts of show scheduling adjustments, acquisitions and certain other special items that may occur in 2025 as these items are inherently uncertain and difficult to predict. As a result, the Company is unable to quantify certain amounts that would be included in a reconciliation of 2025 projected Adjusted EBITDA to projected net income (loss) without unreasonable efforts and has not provided reconciliations for these forward-looking non-GAAP financial measures.
Free Cash Flow
We present Free Cash Flow because we believe it is a useful indicator of liquidity that provides information to management and investors about the amount of cash generated from our core operations that, after capital expenditures, can be used to maintain and grow our business, for the repayment of indebtedness, payment of dividends and to fund strategic opportunities. Free Cash Flow is a supplemental non-GAAP measure of liquidity and is not based on any standardized methodology prescribed by GAAP. Free Cash Flow should not be considered in isolation or as an alternative to cash flows from operating activities or other measures determined in accordance with GAAP.
We have also presented Free Cash Flow excluding event cancellation insurance proceeds, net in order to illustrate the amount of Free Cash Flow from continuing operations.
Other companies may compute these measures differently. No non-GAAP metric should be considered as an alternative to any other measure derived in accordance with GAAP.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains and our earnings call will contain certain forward-looking statements, including, but not limited to, statements regarding our ability to return our business to pre-COVID levels; general economic conditions, including the impact of tariffs and trade policy or more specifically about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance; the multiple avenues to return to organic growth; expectations regarding interest rates and economic conditions, among others; our guidance with respect to estimated revenues and Adjusted EBITDA; our ability or inability to obtain insurance coverage relating to event cancellations or interruptions; our intention to continue to pay regular quarterly dividends; our ability to successfully identify and acquire acquisition targets; our expectations arising from the ongoing impact of natural disasters, or outbreaks of contagious disease or the potential for infection (including COVID-19) on our business; how we integrate and grow acquired businesses; our ability to leverage artificial intelligence and other technologies in our products and services; and how we expand our international operations. In particular, the declaration, timing and amount of any future dividends will be subject to the discretion and approval of the Board and will depend on a number of factors, including the Company’s results of operations, cash flows, financial position and capital requirements, any applicable restrictions under the Company’s debt facilities, as well as general business conditions, legal, tax and regulatory restrictions and other factors the Board deems relevant at the time it determines to declare such dividends. These statements are based on management’s current expectations as well as estimates and assumptions prepared by management as of the date hereof, and although they are believed to be reasonable, they are inherently uncertain and not guaranteed. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of the Company’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.
Contact
Emerald Holding, Inc.
Investor Relations
investor.relations@emeraldx.com
1-866-339-4688 (866EEXINVT)
Emerald Holding, Inc.
Condensed Consolidated Statements of Loss
(unaudited, dollars in millions, share data in thousands, except loss per share data)
| Three Months Ended<br>September 30, 2025 | Three Months Ended<br>September 30, 2024 | Nine Months Ended<br>September 30, 2025 | Nine Months Ended<br>September 30, 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues | $ | 77.5 | $ | 72.6 | $ | 330.7 | $ | 292.0 | ||||
| Other income, net | — | — | — | 1.0 | ||||||||
| Cost of revenues | 25.3 | 23.1 | 117.3 | 103.7 | ||||||||
| Selling, general and administrative expense | 51.3 | 40.8 | 152.5 | 135.8 | ||||||||
| Depreciation and amortization expense | 8.7 | 7.1 | 22.7 | 21.2 | ||||||||
| Intangible asset impairment charges | — | 6.3 | — | 6.3 | ||||||||
| Operating (loss) income | (7.8 | ) | (4.7 | ) | 38.2 | 26.0 | ||||||
| Interest expense | 10.7 | 12.3 | 39.0 | 36.4 | ||||||||
| Interest income | 0.6 | 2.2 | 4.2 | 6.6 | ||||||||
| (Loss) income before income taxes | (17.9 | ) | (14.8 | ) | 3.4 | (3.8 | ) | |||||
| (Benefit from) provision for income taxes | (3.5 | ) | (3.7 | ) | 3.9 | (0.9 | ) | |||||
| Net loss attributable to Emerald Holding, Inc. | $ | (14.4 | ) | $ | (11.1 | ) | $ | (0.5 | ) | $ | (2.9 | ) |
| Accretion to redemption value of redeemable convertible preferred stock | — | — | — | (12.7 | ) | |||||||
| Net loss attributable to Emerald Holding, Inc.<br> common stockholders | $ | (14.4 | ) | $ | (11.1 | ) | $ | (0.5 | ) | $ | (15.6 | ) |
| Basic loss per share | (0.07 | ) | (0.05 | ) | — | (0.11 | ) | |||||
| Diluted loss per share | (0.07 | ) | (0.05 | ) | — | (0.11 | ) | |||||
| Basic weighted average common shares outstanding | 197,950 | 203,893 | 199,053 | 141,179 | ||||||||
| Diluted weighted average common shares outstanding | 197,950 | 203,893 | 199,053 | 141,179 |
Emerald Holding, Inc.
Condensed Consolidated Balance Sheets
(dollars in millions, share data in thousands, except par value)
| December 31,<br>2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 95.4 | $ | 194.8 | ||
| Trade and other receivables, net of allowances of 2.6 million and 1.6 million, as of September 30, 2025 and December 31, 2024, respectively | 95.3 | 82.5 | |||
| Prepaid expenses and other current assets | 41.2 | 29.6 | |||
| Total current assets | 231.9 | 306.9 | |||
| Noncurrent assets | |||||
| Property and equipment, net | 2.0 | 1.8 | |||
| Intangible assets, net | 190.6 | 155.9 | |||
| Goodwill, net | 781.4 | 573.8 | |||
| Right-of-use assets | 7.4 | 6.4 | |||
| Other noncurrent assets | 4.0 | 3.9 | |||
| Total assets | 1,217.3 | $ | 1,048.7 | ||
| Liabilities and Stockholders’ Equity | |||||
| Current liabilities | |||||
| Accounts payable and other current liabilities | 43.9 | $ | 40.7 | ||
| Income taxes payable | 1.1 | — | |||
| Cancelled event liabilities | 1.0 | 1.2 | |||
| Deferred revenues | 229.0 | 190.5 | |||
| Contingent consideration | 1.5 | 0.7 | |||
| Right-of-use liabilities, current portion | 5.3 | 4.0 | |||
| Term loan, current portion | 5.2 | 4.2 | |||
| Total current liabilities | 287.0 | 241.3 | |||
| Noncurrent liabilities | |||||
| Term loan, net of discount and deferred financing fees | 499.8 | 398.5 | |||
| Deferred tax liabilities, net | 16.2 | 4.9 | |||
| Right-of-use liabilities, noncurrent portion | 4.4 | 5.5 | |||
| Other noncurrent liabilities | 40.4 | 12.6 | |||
| Total liabilities | 847.8 | 662.8 | |||
| Commitments and contingencies | |||||
| Stockholders’ equity | |||||
| Common stock, 0.01 par value; authorized shares at September 30, 2025 and December 31, 2024: 800,000; 197,961 and 201,447 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | 2.0 | 2.0 | |||
| Additional paid-in capital | 1,017.7 | 1,034.0 | |||
| Accumulated other comprehensive income | 0.4 | — | |||
| Accumulated deficit | (650.6 | ) | (650.1 | ) | |
| Total stockholders’ equity | 369.5 | 385.9 | |||
| Total liabilities and stockholders’ equity | 1,217.3 | $ | 1,048.7 |
All values are in US Dollars.
Schedule 1
Emerald Holding, Inc.
UNAUDITED RECONCILIATION OF REVENUES TO ORGANIC REVENUES
| Three Months Ended<br>September 30, | Change | Nine Months Ended<br>September 30, | Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated | 2025 | 2024 | % | 2025 | 2024 | % | |||||||||||||||
| (dollars in millions)<br>(unaudited) | |||||||||||||||||||||
| Revenues | $ | 77.5 | $ | 72.6 | 6.7 | % | $ | 330.7 | $ | 292.0 | 13.3 | % | |||||||||
| Deduct: | |||||||||||||||||||||
| Acquisition revenues (1) | (12.5 | ) | — | (40.9 | ) | — | |||||||||||||||
| Discontinued events | — | (1.3 | ) | — | (5.9 | ) | |||||||||||||||
| Scheduling adjustments(2) | (1.0 | ) | (2.6 | ) | (1.0 | ) | (0.3 | ) | |||||||||||||
| Organic revenues | $ | 64.0 | $ | 68.7 | ) | (6.8 | %) | $ | 288.8 | $ | 285.8 | 1.0 | % |
All values are in US Dollars.
| Three Months Ended<br>September 30, | Change | Nine Months Ended<br>September 30, | Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Connections | 2025 | 2024 | % | 2025 | 2024 | % | |||||||||||||||
| (dollars in millions)<br>(unaudited) | |||||||||||||||||||||
| Revenues | $ | 67.5 | $ | 62.4 | 8.2 | % | $ | 301.2 | $ | 260.8 | 15.5 | % | |||||||||
| Deduct: | |||||||||||||||||||||
| Acquisition revenues | (12.5 | ) | — | (40.9 | ) | — | |||||||||||||||
| Discontinued events | — | (1.3 | ) | — | (5.9 | ) | |||||||||||||||
| Scheduling adjustments(2) | (1.0 | ) | (2.6 | ) | (1.0 | ) | (0.3 | ) | |||||||||||||
| Organic revenues | $ | 54.0 | $ | 58.5 | ) | (7.7 | %) | $ | 259.3 | $ | 254.6 | 1.8 | % |
All values are in US Dollars.
| Three Months Ended<br>September 30, | Change | Nine Months Ended<br>September 30, | Change | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| All Other | 2025 | 2024 | % | 2025 | 2024 | % | ||||||||||||
| (dollars in millions)<br>(unaudited) | ||||||||||||||||||
| Revenues | $ | 10.0 | $ | 10.2 | ) | (2.0 | %) | $ | 29.5 | $ | 31.2 | ) | (5.4 | %) | ||||
| Deduct: | ||||||||||||||||||
| Acquisition revenues | — | — | — | — | ||||||||||||||
| Discontinued events | — | — | — | — | ||||||||||||||
| Scheduling adjustments | — | — | — | — | ||||||||||||||
| Organic revenues | $ | 10.0 | $ | 10.2 | ) | (2.0 | %) | $ | 29.5 | $ | 31.2 | ) | (5.4 | %) |
All values are in US Dollars.
Notes:
- For the three months ended September 30, 2025, represents revenues from the acquisitions of This is Beyond and Insurtech. For the comparable period in the prior year, these businesses generated revenues of $9.8 million. Assuming prior year foreign currency rates, these revenues would have been $12.2 million for the three months ended September 30, 2025, resulting in a 2.9% year-over-year decrease in Organic Revenues. For the nine months ended September 30, 2025, represents revenues from the acquisitions of Generis, This is Beyond, Insurtech and GRC World Forums. For the comparable period in the prior year, these businesses generated revenues of $40.2 million. Assuming prior year foreign currency rates, these revenues would have been $51.1 million for the nine months ended September 30, 2025, resulting in a 4.3% year-over-year increase in Organic Revenues.
- For the three months ended September 30, 2025, represents revenues from four events that staged in the third quarter of fiscal 2025, but staged in a different quarter in fiscal 2024, revenues from six events that staged in the third quarter of fiscal 2024 but are scheduled to stage in a different quarter in fiscal 2025 and the prior year booked revenue for an event that was cancelled due to a hurricane but staged in the current year. For the nine months ended September 30, 2025, represents revenues from three events that staged in the first nine months of fiscal 2025, but staged later in fiscal 2024, revenues from two events that staged in the first nine months of fiscal 2024 but are scheduled to stage in the fourth quarter of fiscal 2025 and the prior year booked revenue for an event that was cancelled due to a hurricane but staged in the current year.
Schedule 2
Emerald Holding, Inc.
UNAUDITED RECONCILIATION OF REVENUES TO DISAGGREGATED REVENUES
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| (dollars in millions) <br>(unaudited) | ||||||||
| Connections | $ | 67.5 | $ | 62.4 | $ | 301.2 | $ | 260.8 |
| Content | 4.5 | 4.9 | 13.6 | 15.5 | ||||
| Commerce | 5.5 | 5.3 | 15.9 | 15.7 | ||||
| Total Revenues | $ | 77.5 | $ | 72.6 | $ | 330.7 | $ | 292.0 |
Schedule 3
Emerald Holding, Inc.
UNAUDITED RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (dollars in millions) <br>(unaudited) | ||||||||||||
| Net loss | $ | (14.4 | ) | $ | (11.1 | ) | $ | (0.5 | ) | $ | (2.9 | ) |
| Add (deduct): | ||||||||||||
| Interest expense, net | 10.1 | 10.1 | 34.8 | 29.8 | ||||||||
| (Benefit from) provision for income taxes | (3.5 | ) | (3.7 | ) | 3.9 | (0.9 | ) | |||||
| Intangible asset impairment charges(1) | — | 6.3 | — | 6.3 | ||||||||
| Depreciation and amortization | 8.7 | 7.1 | 22.7 | 21.2 | ||||||||
| Stock-based compensation | 2.9 | 0.7 | 8.5 | 4.7 | ||||||||
| Other items(2) | 9.0 | 3.1 | 21.4 | 10.4 | ||||||||
| Adjusted EBITDA | $ | 12.8 | $ | 12.5 | $ | 90.8 | $ | 68.6 | ||||
| Deduct: | ||||||||||||
| Event cancellation insurance proceeds | — | — | — | 1.0 | ||||||||
| Adjusted EBITDA excluding event cancellation insurance proceeds | $ | 12.8 | $ | 12.5 | $ | 90.8 | $ | 67.6 |
Notes:
- Intangible asset impairment charges for the three and nine months ended September 30, 2024 represent non-cash charges of $6.3 million for certain indefinite-lived intangible assets in connection with the Company’s interim testing of intangibles for impairment.
- Other items for the three months ended September 30, 2025 included: (i) $0.7 million in acquisition-related transaction costs; (ii) $1.4 million in acquisition integration and restructuring-related transition costs; (iii) $1.8 million in non-recurring legal, audit and consulting fees; and (iv) $5.1 million in expense related to the remeasurement of contingent consideration. Other items for the three months ended September 30, 2024 included: (i) $1.0 million in acquisition-related transaction costs; (ii) $1.4 million in acquisition integration and restructuring related transition costs; and (iii) $0.7 million in non-recurring legal, audit and consulting fees. Other items for the nine months ended September 30, 2025 included: (i) $5.6 million in acquisition-related transaction costs; (ii) $3.9 million in acquisition integration and restructuring-related transition costs; (iii) $3.2 million in non-recurring legal, audit and consulting fees; and (iv) $8.7 million in expense related to the remeasurement of contingent consideration. Other items for the nine months ended September 30, 2024 included:(i) $2.2 million in acquisition-related transaction costs; (ii) $7.2 million in acquisition integration and restructuring related transition costs; (iii) $1.7 million in non-recurring legal, audit and consulting fees; and (iv) $0.7 million in gains related to the remeasurement of contingent consideration.
Schedule 4
Emerald Holding, Inc.
UNAUDITED RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||
| (dollars in millions)<br>(unaudited) | ||||||||||
| Net Cash Provided by Operating Activities | $ | 1.8 | $ | 9.1 | $ | 30.3 | $ | 26.2 | ||
| Less: | ||||||||||
| Capital expenditures | 2.2 | 2.4 | 6.1 | 7.6 | ||||||
| Free Cash Flow | $ | (0.4 | ) | $ | 6.7 | $ | 24.2 | $ | 18.6 | |
| Event cancellation insurance proceeds | — | — | — | (1.0 | ) | |||||
| Free cash flow excluding event cancellation insurance proceeds, net | $ | (0.4 | ) | $ | 6.7 | $ | 24.2 | $ | 17.6 |
Schedule 5
Emerald Holding, Inc.
UNAUDITED RECONCILIATION OF REPORTABLE SEGMENTS RESULTS TO (LOSS) INCOME BEFORE TAXES
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (dollars in millions) <br>(unaudited) | ||||||||||||
| Revenues | ||||||||||||
| Connections | $ | 67.5 | $ | 62.4 | $ | 301.2 | $ | 260.8 | ||||
| All Other | 10.0 | 10.2 | 29.5 | 31.2 | ||||||||
| Total revenues | $ | 77.5 | $ | 72.6 | $ | 330.7 | $ | 292.0 | ||||
| Other income, net | ||||||||||||
| Connections | $ | — | $ | — | $ | — | $ | 1.0 | ||||
| Total other income, net | $ | — | $ | — | $ | — | $ | 1.0 | ||||
| Adjusted EBITDA | ||||||||||||
| Connections | $ | 23.1 | $ | 23.6 | $ | 124.4 | $ | 106.2 | ||||
| All Other | 2.2 | 1.6 | 4.7 | 3.7 | ||||||||
| Adjusted EBITDA (excluding General corporate expenses) | $ | 25.3 | $ | 25.2 | $ | 129.1 | $ | 109.9 | ||||
| General corporate expenses | (12.5 | ) | (12.7 | ) | (38.3 | ) | (41.3 | ) | ||||
| Interest expense, net | (10.1 | ) | (10.1 | ) | (34.8 | ) | (29.8 | ) | ||||
| Intangible asset impairment charges | — | (6.3 | ) | — | (6.3 | ) | ||||||
| Depreciation and amortization expense | (8.7 | ) | (7.1 | ) | (22.7 | ) | (21.2 | ) | ||||
| Stock-based compensation expense | (2.9 | ) | (0.7 | ) | (8.5 | ) | (4.7 | ) | ||||
| Other items | (9.0 | ) | (3.1 | ) | (21.4 | ) | (10.4 | ) | ||||
| (Loss) income before income taxes | $ | (17.9 | ) | $ | (14.8 | ) | $ | 3.4 | $ | (3.8 | ) |
Emerald Holding, Inc. Third Quarter 2025 October 31, 2025 Exhibit 99.2
Legal Disclaimer Forward-Looking Statements The information provided in this presentation is for general informational purposes only. This presentation contains certain forward-looking statements regarding Emerald Holding, Inc. and its subsidiaries (the “Company”), including, but not limited to, statements regarding the Company’s ability to return its business to pre-COVID levels; general economic conditions, including the impact of tariffs and trade policy or more specifically about the markets in which the Company operates, including growth of the Company’s various markets, and the Company’s expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance; the multiple avenues to return to organic growth; expectations regarding interest rates and economic conditions, among others; the Company’s guidance with respect to estimated revenues and Adjusted EBITDA; the Company’s ability or inability to obtain insurance coverage relating to event cancellations or interruptions; the Company’s ability to successfully identify and acquire acquisition targets; the Company’s expectations arising from the ongoing impact of natural disasters, or outbreaks of contagious disease or the potential for infection (including COVID-19) on its business; how the Company integrates and grows acquired businesses; how the Company expands its international operations; and the Company’s intention to continue to pay regular quarterly dividends. In particular, the declaration, timing and amount of any future dividends will be subject to the discretion and approval of the Company’s Board of Directors, and will depend on a number of factors. The forward-looking statements contained herein are based on management’s current expectations as well as estimates and assumptions prepared by management as of the date hereof, and although they are believed to be reasonable, they are inherently uncertain and not guaranteed. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of the Company’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. There can be no assurance that the projected results and forward-looking statements in this presentation will prove to be accurate. In addition, even if the Company’s results of operations, financial condition and liquidity, and events in the industry in which it operates, are consistent with the forward-looking statements contained in this presentation, they may not be predictive of results or developments in future periods. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Forward looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe, “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” or “would” or similar expressions and the negatives of those terms. For factors that could cause actual results to differ materially from the forward-looking statements in this presentation, please see the risks and uncertainties identified under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings, which are available on the Company’s Investor Relations website at investor.emeraldx.com and on the SEC’s EDGAR website at www.sec.gov. The Company disclaims any obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise. Past results are not indicative of future performance. Industry and Market Information To the extent this presentation includes information concerning the industry and the markets in which the Company operates, including general observations, expectations, market position, market opportunity and market size, such information is based on management's knowledge and experience in the markets in which the Company operates, including publicly available information from independent industry analysts and publications, which the Company believes to be reasonable, but which are inherently uncertain and imprecise. Accordingly, you are cautioned not to place undue reliance on such market and industry information. Non-GAAP Financial Information This presentation also includes certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, and should not be considered as a substitute for or superior to, measures of financial performance prepared in accordance with generally accepted accounting principles (“GAAP”). The non-GAAP measures included herein may be different from similarly titled non-GAAP measures used by other companies. A reconciliation is provided herein for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Readers are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.
Key Q3 and Year-to-Date 2025 Takeaways Emerald on track to achieve full year objectives – delivers 13.3% and 32.4% year-over-year growth year-to-date 2025 in Revenue and Adjusted EBITDA, respectively For the third quarter 2025, Revenue and Adjusted EBITDA grew 6.7% and 2.4%, respectively Reported year-to-date Organic Revenue growth of 1.0%(1) from the prior year period, reflecting continued execution Year-to-date 2025 Organic Revenue growth would have been 4.3%(1) from the prior year period had the recent acquisitions of This is Beyond, Insurtech Insights, GRC World Forums and Generis been part of Emerald’s portfolio in the first nine months of 2024 Reported Organic Revenue decline of 6.8%(1) in third quarter 2025 from the prior year period. Organic Revenue would have improved to a 2.9%(1) decline year-over-year had the recent acquisitions of This is Beyond and Insurtech Insights been part of Emerald’s portfolio in the third quarter 2024 Repurchased 116,094 shares of common stock for $0.5 million at an average price of $4.87 per share in the third quarter 2025 Board of Director’s declared dividend for the quarter ending December 31, 2025, of $0.015 per share Full Year 2025 guidance updated to a range of $460-$465 million in Revenues and $122.5 - $127.5 million in Adjusted EBITDA to reflect the acquisition of Generis (1) See slide 24 of this presentation for a reconciliation of Organic Revenue to revenues.
Emerald at a Glance Business Overview Emerald is the largest U.S. based B2B events platform with significant diversification across end markets. The company operates across three business lines: Connections (~90% of revenue) (1): Leading and “must attend” B2B events and conferences bringing together industry-specific communities Content (~5% of revenue): B2B websites and publications across 20 sectors Commerce (~5% of revenue): B2B wholesale e-commerce software and marketplace offerings Key Stats 100+ Events & Media Products 2.6 mm Active Customers $20bn Total Global Addressable Market 18k+ Exhibitors ~500k Attendees 17.5mm Website Visitors Select Trade Shows Source: Company reports 2024-2025, Company Management. (1) Revenue mix numbers are as of FY 2024. (2) Emerald updated its Full Year 2025 guidance range to $460–$465 million in revenue and $122.5 –$127.5 million in Adjusted EBITDA to reflect the Generis acquisition. $460–465mm(2) 2025E Revenue $122.5-127.5mm(2) 2025 Adj. EBITDA Leading event in the advertising, marketing, media and technology sectors Leader in peer-peer- executive events North America’s largest trade show dedicated to all aspects of Kitchen and bath design Leading trade fair and conference for boutique hotel design High-end designer fine jewelry and luxury timepiece market World’s largest trade show for the pizzeria industry Luxury travel event business. Currently produces seven events globally Portfolio of events centered around insurance technology
Emerald’s Monetization Engine Provides Diverse And Highly Visible Revenue Generation Across Its Three Segments Collection of leading B2B trade shows and conferences that bring together industry-specific communities Revenue is generated from the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees B2B websites and publications that provide industry specific business news and information across multiple sectors Revenue primarily consists of advertising sales for industry publications and digital products SaaS software enables year-round B2B buying and selling which averages $1 billion per month of wholesale gross transaction volume Revenue consists of subscription revenue, implementation fees and professional services Connections (~90% of FY 2024 Revenue) Content Commerce
Top US Scaled Exhibition Organizers are a Small Part of Overall Market (1) B2B US Marketing Spend for Events and Sponsorship ($Bn)(2) Significant Opportunity for Growth in a Large, Fragmented Market Emerald’s leading market position and successful track record of accretive acquisitions makes it the acquiror of choice in a large and highly fragmented market Today, marketers are allocating a larger share of spend to in-person events than any other channel(2) B2B US Marketing spend for events and sponsorships is expected to grow by a CAGR of +7% through 2030 As marketers double down on measurable outcomes, Emerald’s live events deliver proven value through qualified lead generation, sales acceleration, and deep brand engagement 1) Activate Consulting, Technology & Media Outlook 2025; Stax Consulting 2) Plural Strategy, “Marketing Spend Outlook 2025-2030.” March 2025. Large US Exhibition Organizers Rest of Market Largest US based player in B2B trade show market // CAGR 2025-2030: + 7%
Leading B2B Events Provide High ROI Marketing and Lead Generation for Recurring Client Base Source: Plural Strategy. “Marketing Spend Outlook 2025-2030.” March 2025. Source: Events Industry Council & Oxford Economics. (2023) 2023 Global Economic Significance of Business Events. Source: Harvard Business Review. (2020). When Do We Really Need Face-to-Face Interactions Source: McKinsey & Company. (2022). The New B2B Growth Equation: Customers Want an Always-On, Personalized, Omnichannel Experience. The Worlds Best Sellers are Giving it To Them. Source: Plural Strategy. “Marketing Spend Outlook 2025-2030.” March 2025. In-person trade shows and events continue to be an integral part of businesses’ marketing budgets and among the highest ROI Generate leads and sales Introduce new products Build brands Strengthen relationships Educate the market Service customers Fulfill procurement needs Source new suppliers Reconnect with existing suppliers Identify trends Learn about new products / services Network with industry peers Value to Exhibitors Value to Attendees 99% of B2B marketers say their event budgets have returned to or exceeded pre-pandemic levels (1) 38 New leads generated, on average, per trade show event (2) 60% of executives report that in-person events – lead to significant knowledge transfer and LT partnerships.(3) 70% of buyers prefer hybrid and in-person experiences where there is increased trust and deeper engagement(4) +7% 2025E-2030E CAGR projected for marketer spend on US B2B events and sponsorships(5)
Technology, Advertising & Marketing Diversified and Growing Portfolio of Market-Leading Brands Well-balanced and diversified Emerald’s largest five shows represent 30% of FY 2024A revenues No single customer is more than 1% of revenue, and largest trade show is in single-digit % of revenue 90% of FY 2024A revenues from Live Events(1) 90%+ of trade show franchises hold market-leading positions within their respective industry verticals All Content publications complement our trade show portfolio Enterprise SaaS Commerce platform enables wholesale buying and selling Design & Construction Gift, Home & General Merchandise Action Sports Industrial & Manufacturing Luxury Food, Pharma & Healthcare (1) Includes revenue from Trade Shows and Other Events.
Three Pillars of Value Creation Emerald’s focus is on maximizing value of operations and expanding offerings Action the holistic consolidated customer database Focuses on allowing customer to do business on their terms at higher ROI Value-based pricing structure Rigorous, perpetual brand reviews via 3-year brand operating plans across portfolio Improved customer retention Higher revenue per customer Focused investment in evolving brands Optimized event success and customer ROI Customer Centricity Targeted accretive M&A Partnership opportunities Emerald Xcelerator New event and content launches in growth categories Platform acquisitions in new growth categories Tuck-in acquisitions in existing strategic categories Portfolio Optimization Daily content and insights across multiple industries Scaled B2B marketplace Increased cadence of online offerings New revenue streams Powerful first-party data Improved cross selling efforts 365-Day Engagement
History of Acquiring and Integrating High-Quality Events with a Robust Acquisition Pipeline Selected Recent Acquisitions January 2024 Premier conference and leading multi-channel hosted-buyer business Successfully acquired and integrated over 30 trade show and B2B brands over the last 10 years into a singular, go-to-market platform Growing footprint through acquisition of high-quality events across key industry verticals Historically, acquisitions purchased in mid-to-high single digits multiple range Ability to achieve cost and revenue synergies in most transactions Accretive M&A potential within a highly fragmented industry at attractive valuations Commentary Emerald Has Completed and Integrated Over 30 Acquisitions Over the Last Decade Totaling Approx. $1.0 bn in Capital Deployed Historical # of Acquisitions per Annum 2015 4 2016 5 2018 2 2020 1 2021 2 2019 1 2017 4 2022 2 2023 1 2024 4 May 2025 London-based luxury travel event business. Currently produces seven events globally March 2025 Portfolio of events centered around insurance technology 2025 5 (1) (1) M&A activity as of September 30, 2025. August 2025 Leader of peer-to-peer executive summits in the manufacturing, pharma and industrial spaces August 2024 Portfolio of events centered around Governance, Risk and Regulation
12 Adj. EBITDA(1) Ex-Insurance Free Cash Flow(2) Net Income (Loss) Diluted Income (Loss) Per Share ($ in Millions) ($ in Millions) (1) See slide 18 of this presentation for a reconciliation of Net Income (Loss) to Adjusted EBITDA and Adjusted EBITDA excluding event cancellation insurance proceeds. (2) Year to date Free Cash Flow as reported reflects the impact of certain acquisition-timing effects. As the Generis, This is Beyond and Insurtech acquisitions closed before several of their major events were staged or scheduled to stage, a portion of event-related cash was reflected in the purchase price of each acquisition, rather than being captured in Emerald’s operating cash flow. The amount of this impact would have represented approximately $30.0 million incremental cash flows from operations. See slide 19 of this presentation for a reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow and Free Cash Flow excluding event cancellation insurance proceeds, net. (3) Consolidated trailing twelve month EBITDA as of September 30, 2025 as defined in the Second Amended and Restated Senior Secured Credit Facilities. Net debt is defined as total principal face value of borrowings outstanding under the Second Amended and Restated Term Loan Facility and Second Amended and Restated Revolving Credit Facilities, less combined cash and cash equivalents. Earnings Results Revenues of $330.7 million Diluted loss per share of $0.00 Net (loss) income of $(0.5) million Adjusted EBITDA, ex-insurance, of $90.8 million(1) Free cash flow of $24.2 million(2) Highlights and Developments Repurchased 3,776,218 shares for $16.2 million at an average price of $4.31 per share Since the restart of the share repurchase program in 2021 through September 30, 2025, the Company has bought back a total of 17.0 million shares of common stock for an aggregate of $70.0 million. Balance Sheet (as of 9/30/2025) $95.4 million of cash and cash equivalents and full availability on $110 million revolver. Net debt of $418.3 million, including $513.7 million outstanding term loan balance(3) Net debt / EBITDA(3) of 2.96x as of September 30, 2025 Approximately 198.0 million common shares outstanding as of September 30, 2025 Year-to-Date Results Demonstrate Solid Execution and Progress Toward Full-Year Goals ($ in Millions) ($0.11) YTD 2025 Financial Highlights and Current Liquidity Position
13 Adj. EBITDA(1) Ex-Insurance Free Cash Flow(2) Net Income (Loss) Diluted Income (Loss) Per Share ($ in Millions) ($ in Millions) (1) See slide 18 of this presentation for a reconciliation of Net Income (Loss) to Adjusted EBITDA and Adjusted EBITDA excluding event cancellation insurance proceeds. (2) The calculation of third quarter 2025 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $0.7 million, acquisition integration and restructuring-related transition costs of $1.4 million, non-recurring legal and consulting fees of $1.8 million and non-recurring financing fees charged to interest expense of $0.1 million for a debt refinancing in August 2025. The calculation of third quarter 2024 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $1.0 million, acquisition integration and restructuring-related transition costs of $1.4 million, and non-recurring legal and consulting fees of $0.7 million. The total of these items is $4.0 million and $3.1 million for the quarters ended September 30, 2025 and 2024, respectively. See slide 19 of this presentation for a reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow and Free Cash Flow excluding event cancellation insurance proceeds, net. (3) Free Cash Flow in third quarter 2025 as reported reflects the impact of certain acquisition-timing effects. As the Generis acquisition closed before several of its major events were scheduled to stage, a portion of event-related cash was reflected in the purchase price, rather than being captured in Emerald’s operating cash flow. The amount of this impact would have represented approximately $9.5 million of incremental cash flows from operations. Earnings Results Revenues of $77.5 million Diluted loss per share of $(0.07) Net (loss) income of $(14.4) million Adjusted EBITDA, ex-insurance, of $12.8 million(1) Free cash flow of $(0.4) million(3) Highlights and Developments Repurchased 116,094 shares for $0.5 million at an average price of $4.87 per share On October 30, 2025, Emerald’s Board of Directors approved an extension and expansion of the Company’s share repurchase program, allowing for the repurchase of $25.0 million of Emerald’s common stock through December 31, 2026 On October 30, 2025, Emerald’s Board of Director’s declared a dividend for the quarter ending December 31, 2025, of $0.015 per share Emerald saw consistent year-over-year growth in revenue and Adjusted EBITDA in Q3’25 ($ in Millions) ($0.05) Q3 2025 Financial Highlights
14 ($ in Millions) Revenue and Adjusted EBITDA by Segment Quarterly Connections $62.0 $90.4 $123.4 $75.0 $62.4 $94.3 $138.3 $95.4 $67.5 All Other $10.5 $11.1 $10.0 $11.0 $10.2 $12.5 $9.4 $10.1 $10.0 Total $72.5 $101.5 $133.4 $86.0 $72.6 $106.8 147.7 $105.5 $77.5 Connections $282.6 $340.2 $355.1 All Other $43.3 $42.6 $43.7 Total $325.9 $382.8 $398.8 Annual Connections $22.5 $39.8 $56.1 $26.4 $23.6 $36.1 $66.2 $35.2 $23.1 All Other $1.3 $1.6 $0.2 $1.8 $1.6 $2.5 $0.7 $1.8 $2.2 Corporate ($13.0) ($5.5) ($15.5) ($12.9) ($12.7) ($5.5) ($13.3) ($12.6) ($12.5) Adj. EBITDA $10.8 $35.9 $40.8 $15.3 $12.5 $33.1 $53.6 $24.4 $12.8 Less: Insurance Proceeds $2.8 -- $1.0 -- -- $0.5 -- -- Adj. EBITDA ex-Insurance $8.0 $35.9 $39.8 $15.3 $12.5 $32.6 $53.6 $24.4 $12.8 $84.1 $95.0 $98.3 $99.0 $103.5 $100.2 $114.0 $123.1 $123.4 Revenue Adjusted EBITDA Connections $133.0 $136.8 $142.3 All Other $0.2 $3.6 $6.2 Corporate ($42.2) ($42.6) ($46.8) Adj. EBITDA $91.0 $97.8 $101.7 Less: Insurance Proceeds $34.2 $2.8 $1.5 Adj. EBITDA ex-Insurance $56.8 $95.0 $100.2 Adjusted EBITDA Revenue TTM Adj. EBITDA ex-Insurance $77.5
15 2025 Guidance(1) Signals Continued Growth and Margin Expansion Revenue ($ in Millions) Adjusted EBITDA ex-Insurance(1) ($ in Millions) Updates FY 2025 Revenue Guidance FY 2025 Revenue expected to be $460 - $465 million (1) Prior range of $450 - $460 million in Revenue Emerald updates its Full Year 2025 guidance range to $460–$[65 million in revenue and $[122.5–$127.5 million in Adjusted EBITDA to reflect the acquisition of Generis. See slide 14 of this presentation for a reconciliation of Net Income (Loss) to Adjusted EBITDA and Adjusted EBITDA excluding event cancellation insurance proceeds. Updates FY 2025 Adjusted EBITDA Guidance FY 2025 Adjusted EBITDA(2) expected to be $122.5 - $127.5 million (1) Prior range of $120 - $125 million in Adjusted EBITDA $450-$460 Prior Guidance $120-$125 Prior Guidance
Defined as the ratio of net debt to consolidated trailing twelve month EBITDA as defined in the Second Amended and Restated Senior Secured Credit Facilities. Annual Recurring Dividends Re-introduce recurring quarterly cash dividend given free cash flow generative nature of business Gradually increase the dividend over time Current common stock dividend at an annualized level of $12m, ($0.015/share) or $3.0m per quarter Target ongoing payout ratio of up to 25% of FCF Maintain Net Leverage Ratio(1) Target 2.0 – 3.0x long-term Net Leverage Ratio Pro forma leverage is 2.96x as of September 30, 2025, including the impact of the recently completed Generis acquisition, within the target range. Opportunistic Share Buybacks Capitalize on stock price volatility by using excess liquidity to buy back stock when accretive to value Ongoing $25 million share repurchase program, representing approx. 3% of the current equity market capitalization Priorities Objectives Actions Capital Allocation and Financial Policy Supplement Organic Growth with M&A Acquire leading B2B events or related assets in existing verticals and/or new, growing verticals to diversify exposure Capture revenue and/or cost synergies Multiple arbitrage Consider B2C events only in existing scale verticals Completed 14 acquisitions over the past 4 years
Appendix
Adjusted EBITDA UNAUDITED RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED EBITDA Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (dollars in millions) (unaudited) Net loss $ (14.4) $ (11.1) $ (0.5) $ (0.5) $ (2.9) Add (deduct): Interest expense, net 10.1 10.1 34.8 34.8 29.8 (Benefit from) provision for income taxes (3.5) (3.7) 3.9 3.9 (0.9) Intangible asset impairment charges(1) — 6.3 — — 6.3 Depreciation and amortization 8.7 7.1 22.7 22.7 21.2 Stock-based compensation 2.9 0.7 8.5 8.5 4.7 Other items(2) 9.0 3.1 21.4 21.4 10.4 Adjusted EBITDA $ 12.8 $ 12.5 $ 90.8 $ 90.8 $ 68.6 Deduct: Event cancellation insurance proceeds — — — — 1.0 Adjusted EBITDA excluding event cancellation insurance proceeds $ 12.8 $ 12.5 $ 90.8 $ 90.8 $ 67.6 (1) Intangible asset impairment charges for the three and nine months ended September 30, 2024 represent non-cash charges of $6.3 million for certain indefinite-lived intangible assets in connection with the Company’s interim testing of intangibles for impairment. (2) Other items for the three months ended September 30, 2025 included: (i) $0.7 million in acquisition-related transaction costs; (ii) $1.4 million in acquisition integration and restructuring-related transition costs; (iii) $1.8 million in non-recurring legal, audit and consulting fees; and (iv) $5.1 million in expense related to the remeasurement of contingent consideration. Other items for the three months ended September 30, 2024 included: (i) $1.0 million in acquisition-related transaction costs; (ii) $1.4 million in acquisition integration and restructuring related transition costs; and (iii) $0.7 million in non-recurring legal, audit and consulting fees. Other items for the nine months ended September 30, 2025 included: (i) $5.6 million in acquisition-related transaction costs; (ii) $3.9 million in acquisition integration and restructuring-related transition costs; (iii) $3.2 million in non-recurring legal, audit and consulting fees; and (iv) $8.7 million in expense related to the remeasurement of contingent consideration. Other items for the nine months ended September 30, 2024 included:(i) $2.2 million in acquisition-related transaction costs; (ii) $7.2 million in acquisition integration and restructuring related transition costs; (iii) $1.7 million in non-recurring legal, audit and consulting fees; and (iv) $0.7 million in gains related to the remeasurement of contingent consideration.
Free Cash Flow UNAUDITED RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (dollars in millions) (unaudited) Net Cash Provided by Operating Activities $ 1.8 $ 9.1 $ 30.3 $ 26.2 Less: Capital expenditures 2.2 2.4 6.1 7.6 Free Cash Flow $ (0.4) $ 6.7 $ 24.2 $ 18.6 Event cancellation insurance proceeds — — — (1.0) Free cash flow excluding event cancellation insurance proceeds, net $ (0.4) $ 6.7 $ 24.2 $ 17.6
Income Statement – Consolidated Emerald UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) FY 2023 FY 2024 FY 2025 Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Total Consolidated Revenue $ 122.3 $ 86.5 $ 72.5 $ 101.5 $ 382.8 $ 133.4 $ 86.0 $ 72.6 $ 106.8 $ 398.8 $ 147.7 $ 105.5 $ 77.5 $ 330.7 Other income, net — — 2.8 — 2.8 1.0 — — 0.5 1.5 — — — — Cost of Revenue 43.2 32.8 25.9 35.7 137.6 47.5 33.1 23.1 43.8 147.5 51.4 40.6 25.3 117.3 Selling, general and administrative expenses 48.8 41.8 41.6 36.1 168.3 55.5 39.5 40.8 34.6 170.4 54.1 47.1 51.3 152.5 Depreciation and amortization expense 13.5 12.9 8.8 9.8 45.0 7.1 7.0 7.1 7.1 28.3 6.4 7.6 8.7 22.7 Intangible asset impairments — — — — — — — 6.3 1.0 7.3 — — — — Operating income (loss) $ 16.8 $ (1.0) $ (1.0) $ 19.9 $ 34.7 $ 24.3 $ 6.4 $ (4.7) $ 20.8 $ 46.8 $ 35.8 $ 10.2 $ (7.8) $ 38.2
Income Statement – Connections Reportable Segment UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) – CONNECTIONS REPORTABLE SEGMENT FY 2023 FY 2024 FY 2025 Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Total Connections Revenue $ 112.2 $ 75.6 $ 62.0 $ 90.4 $ 340.2 $ 123.4 $ 75.0 $ 62.4 $ 94.3 $ 355.1 $ 138.3 $ 95.4 $ 67.5 $ 301.2 Other income, net — — 2.8 — 2.8 1.0 — — 0.5 1.5 — — — — Cost of Revenue 40.9 30.3 23.8 33.0 128.0 45.3 30.5 20.9 39.9 136.6 48.8 38.1 23.1 110.0 Selling, general and administrative expenses 22.1 20.4 19.5 17.4 79.4 22.4 18.5 18.1 19.0 78.0 23.4 22.1 21.7 67.2 Depreciation and amortization expense 11.5 10.5 6.2 6.6 34.8 4.5 4.2 4.1 4.2 17.0 3.4 4.5 5.5 13.4 Intangible asset impairments — — — — — — — 6.3 1.0 7.3 — — — — Operating income $ 37.7 $ 14.4 $ 15.3 $ 33.4 $ 100.8 $ 52.2 $ 21.8 $ 13.0 $ 30.7 $ 117.7 $ 62.7 $ 30.7 $ 17.2 $ 110.6
Income Statement – All Other Category UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) – ALL OTHER CATEGORY FY 2023 FY 2024 FY 2025 Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Total All Other Revenue $ 10.1 $ 10.9 $ 10.5 $ 11.1 $ 42.6 $ 10.0 $ 11.0 $ 10.2 $ 12.5 $ 43.7 $ 9.4 $ 10.1 $ 10.0 $ 29.5 Cost of Revenue 2.3 2.5 2.1 2.7 9.6 2.2 2.6 2.2 3.9 10.9 2.6 2.5 2.2 7.3 Selling, general and administrative expenses 8.1 7.4 7.1 6.8 29.4 7.6 6.7 6.4 6.0 26.7 6.1 5.8 5.6 17.5 Depreciation and amortization expense 1.3 1.7 1.8 2.4 7.2 1.8 2.0 2.1 2.2 8.1 2.2 2.4 2.5 7.1 Operating (loss) income $ (1.6) $ (0.7) $ (0.5) $ (0.8) $ (3.6) $ (1.6) $ (0.3) $ (0.5) $ 0.4 $ (2.0) $ (1.5) $ (0.6) $ (0.3) $ (2.4)
Income Statement – Corporate-Level Activities UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) – CORPORATE-LEVEL ACTIVITIES FY 2023 FY 2024 FY 2025 Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Total Corporate Selling, general and administrative expenses $ 18.6 $ 14.0 $ 15.0 $ 11.9 $ 59.5 $ 25.5 $ 14.3 $ 16.3 $ 9.6 $ 65.7 $ 24.6 $ 19.2 $ 24.0 $ 67.8 Depreciation and amortization expense 0.7 0.7 0.8 0.8 3.0 0.8 0.8 0.9 0.7 3.2 0.8 0.7 0.7 2.2 Total operating expenses $ 19.3 $ 14.7 $ 15.8 $ 12.7 $ 62.5 $ 26.3 $ 15.1 $ 17.2 $ 10.3 $ 68.9 $ 25.4 $ 19.9 $ 24.7 $ 70.0
Organic Revenue UNAUDITED RECONCILIATION OF ORGANIC REVENUES TO REVENUE Three Months Ended September 30, Change Nine Months Ended September 30, Change Consolidated 2025 2024 $ % 2025 2024 $ % (dollars in millions) (unaudited) Revenues $ 77.5 $ 72.6 $ 72.6 $ 4.9 6.7% $ 330.7 $ 292.0 $ 38.7 $ 38.7 13.3% 13.3% Deduct: Acquisition revenues (1) (12.5) — — (40.9) — Discontinued events — (1.3) (1.3) — (5.9) Scheduling adjustments(2) (1.0) (2.6) (2.6) (1.0) (0.3) Organic revenues $ 64.0 $ 68.7 $ 68.7 $ (4.7) (6.8%) $ 288.8 $ 285.8 $ 3.0 $ 3.0 1.0% 1.0% (1) For the three months ended September 30, 2025, represents revenues from the acquisitions of This is Beyond and Insurtech. For the comparable period in the prior year, these businesses generated revenues of $9.8 million. Assuming prior year foreign currency rates, these revenues would have been $12.2 million for the three months ended September 30, 2025, resulting in a 2.9% year-over-year decrease in Organic Revenues. For the nine months ended September 30, 2025, represents revenues from the acquisitions of Generis, This is Beyond, Insurtech and GRC World Forums. For the comparable period in the prior year, these businesses generated revenues of $40.2 million. Assuming prior year foreign currency rates, these revenues would have been $51.1 million for the nine months ended September 30, 2025, resulting in a 4.3% year-over-year increase in Organic Revenues. (2) For the three months ended September 30, 2025, represents revenues from four events that staged in the third quarter of fiscal 2025, but staged in a different quarter in fiscal 2024, revenues from six events that staged in the third quarter of fiscal 2024 but are scheduled to stage in a different quarter in fiscal 2025 and the prior year booked revenue for an event that was cancelled due to a hurricane but staged in the current year. For the nine months ended September 30, 2025, represents revenues from three events that staged in the first nine months of fiscal 2025, but staged later in fiscal 2024, revenues from two events that staged in the first nine months of fiscal 2024 but are scheduled to stage in the fourth quarter of fiscal 2025 and the prior year booked revenue for an event that was cancelled due to a hurricane but staged in the current year.